The album was recorded in 2000 at Space Studio in Seattle, Washington. The album was mixed by the band and Adam Kasper. Pearl Jam vocalist Eddie Vedder (credited as Wes C. Addle) provides vocals on "Felicity's Surprise". Former Soundgarden guitarist Kim Thayil helped with some of the songs on the album. Former Soundgarden bass guitarist Ben Shepherd, who was the former vocalist for Wellwater Conspiracy, played bass guitar on the song "Keppy's Lament". Chris Handyside of Rolling Stone said that "amid all the fuzz and minor chord bombast is an edgy, hard-rock post-millennial tension."